exv10w9






Exhibit 10.9




620 Freedom Business Center

Suite 210

P.O. Box 61926

King of Prussia, PA 19406




Phone    
     (610) 205-6028

Email jpw@go2griffin.com 

Fax (610) 371-7974             




December 19, 2007



PRIVATE AND CONFIDENTIAL




Mr. Rollin P. Rissinger, Jr.

President

Lebanon Mutual Insurance Company

137 West Penn Avenue

P. O. Box 2005

Cleona, Pennsylvania 17042




Griffin MTS Partners LLP

111 North Sixth Street

Reading, Pennsylvania 19601




Gentlemen:




     This letter will serve as the engagement agreement (the “Agreement”) among Lebanon Mutual
Insurance Company and any successor entities (the “Lebanon”), Griffin MTS Partners LLP (“Griffin
MTS Partners” and together the “Companies”) and Griffin Financial Group LLC (“Griffin”). The
Companies agree to employ Griffin to serve as their exclusive financial advisor in connection with
the Companies’ expressed desire to pursue a transaction in which Lebanon would simultaneously adopt
a plan of conversion from mutual to stock form (the “Plan of Conversion”) and enter into an
investment agreement (the “Investment Agreement”) with Griffin MTS Partners pursuant to which
Griffin MTS Partners, among other things, will agree to pay certain costs of Lebanon’s mutual to
stock conversion and invest in the common stock of Lebanon or a holding company formed by Lebanon
upon completion of the conversion (the “Transaction”).



Services of Griffin




     As financial advisor to the Companies, Griffin will provide the following services:



   1. Perform a detailed financial analysis of the Transaction;



   2. Perform due diligence, as we deem appropriate, on the Companies and the insurance
industry;



 









 










Mr. Rollin P. Rissinger, Jr.

President

Lebanon Mutual Insurance Company

December 19, 2007




   3. Assist in connection with the preparation of a registration statement on Form S-1 to be
filed with the Securities and Exchange Commission and regulatory
applications to be filed with the Pennsylvania Insurance Department



   4. Assist in negotiating and structuring the Transaction;



   5. Assist in the preparation of proxy and stock offering materials to be distributed to
Lebanon’s policyholders;



   6. Meet with Lebanon’s regulators, as necessary, and provide testimony at public hearings
related to the Transaction;



   7. Provide financial advice throughout the Transaction;



   8. Assist in the closing of the Transaction; and



   9. Provide other necessary consultation, advice and services as needed consistent with its
role as financial advisor with respect to the Transaction.



Company Responsibilities




     In performing the services described above, the Companies agree to furnish or cause to be
furnished to Griffin such information as Griffin reasonably believes appropriate to the execution
of the Transaction (all such information so furnished being the “Information”). The Companies
represent that all Information furnished by the Companies or its agents will be complete and
correct in all material respects, and that until the Transaction contemplated herein is consummated
or terminated, the Companies will advise Griffin immediately of the occurrence of any event or any
other change known by the Companies or their agents that results in the Information ceasing to be
complete and correct in all material respects. The Companies also represent and warrant that any
projections or forecasts that they provide to Griffin will be prepared in good faith and will be
based upon assumptions that the management of the Companies believe, in light of the circumstances
in which they are made, are reasonable. The Companies recognize and confirm that Griffin (a) will
use and rely primarily on the Information and on information available from generally recognized
public sources in performing the services contemplated hereby without having independently verified
any of the same and (b) does not assume responsibility for the accuracy or completeness of the
Information and such other information. Lebanon further acknowledges and agrees that Griffin MTS
Partners is an affiliate of Griffin.



Fees




     Griffin’s fees shall be as follows:



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Mr. Rollin P. Rissinger, Jr.

President

Lebanon Mutual Insurance Company

December 19, 2007





	 	•	 	$25,000 payable by Lebanon upon execution of this agreement.
	 
	 	•	 	a success fee in the amount of $225,000, or such other amount as Griffin and
Griffin MTS Partners may agree upon, payable solely by Griffin MTS Partners upon
successful completion of the conversion of Lebanon from mutual to stock form.





     Griffin hereby acknowledges and agrees that except for the payment of the initial $25,000
retainer described above, Griffin will look solely to Griffin MTS Partners for payment of the
success fee.



Indemnification




     The following provisions regarding indemnification, contribution and related matters have been
agreed to by the Company and Griffin.



     1. Except as provided in the last sentence of this paragraph, Lebanon shall indemnify and
hold harmless Griffin, and its partners, officers, agents, employees and affiliates (collectively,
“indemnitees”) from and against all losses, claims, judgments, liabilities, costs, damages and
expenses, including reasonable attorneys’ fees (collectively “Claims”), that Griffin may incur and
which are based upon, or arise out of, any services that Griffin provides to the Companies as their
agent and financial advisor in connection with the services that Griffin provides, pursuant to this
Agreement. Lebanon shall defend any Claim asserted against Griffin through counsel reasonably
satisfactory to Griffin, which with Griffin’s approval may be the Companies’ counsel. Lebanon
shall pay Griffin’s fees and expenses, including counsel fees, as they are incurred in defending
any such Claim, and Griffin shall repay Lebanon for any costs and expenses advanced by Lebanon
pursuant to the preceding sentence, in a case where it has been determined in a final judgment by a
court of competent jurisdiction (not subject to further appeal) that the Claim resulted from the
gross negligence or willful misconduct of Griffin.



     2. If for any reason the foregoing indemnity is unavailable to the indemnitees or
insufficient to hold them harmless, Lebanon shall contribute to the amount paid or payable by the
indemnitees, as a result of the Claim in such proportion as is appropriate to reflect not only the
relative benefits received by Lebanon on the one hand and the indemnitees on the other, but also
the relative fault of Lebanon and the indemnitees, as well as any relevant equitable
considerations. In no event shall the aggregate contribution of the indemnitees to all Claims
exceed the amount of fees actually received by the indemnitees pursuant to this Agreement. The
parties further agree that the relative benefits to Lebanon on the one hand and the indemnitees on
the other with respect to any Transaction contemplated by this engagement letter shall be deemed in
the same proportion as (a) the total value the Transaction bears to (b) the fees paid to Griffin
with respect to the Transaction.



     3. Griffin shall not have any liability to Lebanon or any other person in connection with the
services performed by Griffin pursuant to this Agreement (whether direct or indirect, in contract
or tort or otherwise) except for any liability for losses, claims, damages or liabilities that is
found in a final judgment



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Mr. Rollin P. Rissinger, Jr.

President

Lebanon Mutual Insurance Company

December 19, 2007



by a court of competent jurisdiction (not subject to further appeal) to have resulted from the
gross negligence or willful misconduct of Griffin.




     4. Lebanon shall not settle or compromise, or consent to the entry of any judgment in any
pending or threatened claim, action, suit or proceeding in respect of which indemnification may be
sought from Lebanon by Griffin or any other of the indemnitees (whether Griffin is an actual or
potential party to the claim, action, suit or proceeding) unless such settlement, compromise or
consent includes an unconditional release of Griffin and all other indemnities from all liability
arising out of the claim, action, suit or proceeding.



     5. The provisions hereof shall survive any termination or completion of the engagement set
forth in this Agreement.



Arbitration




     Other than for actions seeking equitable relief or actions involving third parties, any
controversies or claims arising out of or relating to this Agreement or its breach, construction or
performance, whether such claims or controversies arose prior or subsequent to the date hereof
between Griffin, Lebanon, and any present or former officer, director or employee of Griffin shall
be settled by arbitration before, and only before, a panel situate in Harrisburg, Pennsylvania in
accordance with the rules of the National Association of Securities Dealers, Inc. Any award by the
arbitrators shall be final and binding upon the parties and judgment may be entered in any court.
The provisions of this letter regarding indemnity and arbitration will survive any termination of
this letter.



Term of Engagement and Timing




     This Agreement shall commence on the date hereof and shall extend for a period of eighteen
months (“Initial Term”). The Initial Term will automatically renew for an additional six month
period (the “Renewal Period”), unless either the Companies or Griffin serve the other party written
notice 30 days prior to the end of the Initial Term. The Initial Term and any renewal thereof
shall constitute the “Term.”



Confidentiality




     Griffin agrees to maintain the confidentiality of all Information provided to it by the
Companies regarding the Companies or a Transaction, and shall not disclose any such Information to
any person other than employees of Griffin. The obligations regarding
confidential information received hereunder shall not apply to any such Information which:
(a) is or becomes part of the public domain or is or becomes publicly available without breach
hereof by Griffin, including, without limitation, information filed with the Pennsylvania Insurance
Department, the SEC or any other court or regulatory body; or (b) is lawfully acquired by Griffin
from a source not under any obligation to the Companies regarding disclosure of such Information
and its release is expressly authorized by such source; or (c) is disclosed to any third party by
or



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Mr. Rollin P. Rissinger, Jr.

President

Lebanon Mutual Insurance Company

December 19, 2007



with the permission of the Companies without confidentiality restrictions; or (d) is developed
by or on behalf of Griffin by individuals who have not received confidential information hereunder.
Notwithstanding the foregoing, the Companies agree that Griffin has the right, following the
closing of the Transaction, to place advertisements in financial and other newspapers and journals
at its own expense describing its services to the Companies hereunder.




Amendment




     Any amendment, modification or other change to this Agreement must be in writing and signed by
both parties to be enforceable. If any provision of this Agreement is or becomes inconsistent with
any applicable present or future law, rule or regulation, that provision will be deemed rescinded
or modified in order to comply with the relevant law, rule or regulation. All other provisions of
this Agreement shall remain in full force and effect.



Electronic Communications 




     Griffin and our clients rely upon electronic communication such as e-mail and cellular
telephones and faxes, tools and media (“Electronic Communications”) in day-to-day business
communications. Because of their nature, Electronic Communications are not as secure as more
traditional lines of communications, such as hard-wired telephones and faxes, U.S. Mail, or
couriers. In the course of our representation of the Companies, Electronic Communications for all
general information, requests, and otherwise are hereby authorized. The Companies understand that
some risk exists that any and all Electronic Communications could be intercepted by an unauthorized
third party, and the Companies accept that risk. For matters of particular sensitivity or for
information that could be compromising or damaging to the Companies, the contact person who is
working with us has the authority to consent specifically to the use of
Electronic Communications for such matters. Griffin also shall consider all requests for, or
communications of, information from the Companies by Electronic Communications as specific consent
to respond by Electronic Communications.



     This Agreement shall be governed by the domestic internal laws of the Commonwealth of
Pennsylvania, and shall inure to the benefit of Griffin and any successor company or assigns.



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Mr. Rollin P. Rissinger, Jr.

President

Lebanon Mutual Insurance Company

December 19, 2007




     Please indicate your acceptance of and agreement to the foregoing by executing and returning
the enclosed copy of this letter.



GRIFFIN FINANCIAL GROUP LLC




	 	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

Ernest J. Choquette
	 	 
	Title:

	 	Managing Director	 	 






AGREED TO AND ACCEPTED BY:




LEBANON MUTUAL INSURANCE COMPANY




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Rollin P. Rissinger, Jr., President
	 	 
	 
	 	 	 	 
	Date:
	 	 	 	 
	 

	 	 

	 	 






GRIFFIN MTS PARTNERS LLC




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Date:
	 	 	 	 
	 

	 	 

	 	 







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